How to transfer shares in a UK limited company

Shares change hands for many reasons: a co-founder leaves, an investor buys in, or an owner gives shares to a family member. A share transfer moves existing shares from one person to another. It is different from a share issue, where the company creates new shares.

Step 1: Check the rules

Before anything is signed, read:

• the articles of association. Many articles give directors the power to refuse to register a transfer, or give existing shareholders first refusal (pre-emption rights on transfer);
• any shareholders' agreement, which may set prices, approvals or "drag" and "tag" rights.

If the rules require shareholders to be offered the shares first, follow that process and keep a record.

Step 2: Agree the terms

The seller (transferor) and buyer (transferee) agree how many shares are moving and the price, if any. For larger deals a share purchase agreement is normal. Take legal and tax advice: the sale can create Capital Gains Tax for the seller, and gifts can have tax effects too.

Step 3: Complete a stock transfer form

The standard document is the HMRC stock transfer form (often called J30). It shows:

• the company name and the class and number of shares;
• the price paid (the "consideration");
• the names and addresses of the seller and buyer.

The seller signs the form. For fully paid shares, the buyer usually does not need to sign.

Step 4: Pay Stamp Duty if it applies

HMRC charges Stamp Duty on paper share transfers when the price is over £1,000. The rate is 0.5%, rounded up to the nearest £5. For example, shares sold for £1,050 give £5.25, which is rounded up to £10.

You must send a copy of the signed form to the HMRC Stamp Office and pay within 30 days of the date the form was signed. Late payment can lead to penalties and interest. Most forms can be sent electronically by email. If the transfer is under the threshold, or is a gift, you may not need to pay, but check HMRC's guidance on whether you need to tell them.

Step 5: Board approval and register update

The directors approve the transfer (by board resolution or minutes), then:

1. enter the buyer in the register of members and remove or reduce the seller's holding;
2. cancel the seller's share certificate and issue a new Share Certificate to the buyer, and to the seller if they keep some shares;
3. update the PSC register if anyone now holds, or no longer holds, more than 25% of the shares or votes.

Companies House does not need a separate form for an ordinary share transfer. The new shareholdings appear in your next Confirmation Statement. Changes to people with significant control must be reported separately and promptly.

Identity verification for new PSCs

Since 18 November 2025, anyone who becomes a person with significant control must verify their identity with Companies House. If the transfer makes someone a PSC, plan for this as part of the deal.

Common mistakes

• Ignoring pre-emption rights in the articles.
• Forgetting to pay Stamp Duty within 30 days.
• Not updating the register of members, which is the legal record of who owns the shares.
• Forgetting to update the PSC register.
• Assuming a gift has no tax effect. Ask an accountant.

How Form My Company can help

Our Share Issue or Transfer service costs £150. We prepare the stock transfer form, board resolution, updated registers and new share certificates, and we can file any PSC changes. If the transfer creates a new PSC, we can verify their identity remotely as a Companies House ACSP. For the formal decision, see Resolutions and Minutes.

Frequently asked questions